Common use of Indenture Trustee to Act; Appointment of Successor Clause in Contracts

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to Section 6.04, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and shall use the same degree of care and skill as is required of the Servicer under this Agreement; provided, however, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) of repurchase or substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Servicer, and (iii) for any liabilities, act or omission of either a predecessor or successor Servicer other than the Indenture Trustee. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents and record keeping, as provided in

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.01 or resigns the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel (if required) pursuant to Section 6.045.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, the Indenture Trustee or such other Person as may be specified by the Note Insurer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and shall use arising on or after the same degree date of care and skill as is required of the Servicer under this Agreementsuccession; provided, however, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) of repurchase or substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Servicer, and (iii) for any liabilities, act or omission of either a predecessor or successor Servicer other than the Indenture Trustee. As compensation therefor, that the Indenture Trustee shall not be entitled liable for any actions or the representations and warranties of any Servicer prior to such compensation as it and including, without limitation, the obligations of the Servicer would have been entitled set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to hereunder if no such notice of termination had been given. In additionpay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Indenture Trustee will determines reasonably and in good faith that such advances would not be entitled recoverable pursuant to compensation with respect Section 5.04, such determination to its expenses in connection with conversion be evidenced by a certification of certain information, documents and record keeping, as provided ina Responsible Officer of the Indenture Trustee delivered to the Note Insurer.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time date the Servicer receives a notice of termination pursuant to Section 7.01 10.01, or resigns the Indenture Trustee receives the resignation of the Servicer evidenced by an opinion of counsel or accompanied by the consents required by Section 9.04, or the Servicer is removed as servicer pursuant to this Article X, then, subject to Section 6.044.08, the Indenture Trustee shall appoint a successor servicer to be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and shall use the same degree of care and skill as is required of the Servicer under this Agreementhereof; provided, however, if that the Indenture Trustee becomes the Servicer hereunder, it successor servicer shall have no responsibility or obligation (i) of repurchase or substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Servicer, and (iii) not be liable for any liabilitiesactions of any servicer prior to it; provided further, act or omission of either however, that if a predecessor or successor Servicer other than the Indenture Trustee. As compensation thereforservicer cannot be retained in a timely manner, the Indenture Trustee shall be entitled to such compensation act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities of the Servicer would have been entitled pursuant to hereunder if no such notice of termination had been given. In additionthis Section 10.02, the Indenture Trustee will be entitled make reasonable efforts consistent with applicable law to compensation with respect become licensed, qualified and in good standing in each Mortgaged Property State in which the laws require licensing or qualification for it to perform its expenses obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in connection with conversion of certain information, documents and record keeping, as provided ingood standing in any such Mortgaged Property State.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.01 7.02 or resigns pursuant to the resignation of the Servicer in accordance with Section 6.0410.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and shall use the same degree of care and skill as is required of the Servicer under this Agreementshall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, if that (i) the Indenture Trustee becomes will not assume any obligations of the Servicer hereunder, it shall have no responsibility or obligation (i) of repurchase or substitution with respect Originator pursuant to any Mortgage Loan, Section 3.05 and (ii) with respect to the Indenture Trustee shall not be liable for any representation acts or warranty omissions of the Servicer, and (iii) Servicer occurring prior to such Service Transfer or for any liabilities, act breach by the Servicer of any of its obligations contained herein or omission of either a predecessor in any related document or successor Servicer other than the Indenture Trusteeagreement. As compensation therefor, the Indenture Trustee shall be entitled to such receive reasonable compensation as not in excess of the Servicer would have been entitled to hereunder if no such notice of termination had been givenMonthly Servicing Fee. In additionNotwithstanding the above, the Indenture Trustee will may, if it shall be entitled unwilling so to compensation with respect act, or shall, if it is legally unable so to its expenses in connection with conversion act, appoint, or petition a court of certain informationcompetent jurisdiction to appoint, documents and record keeping, as provided inan

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.01 or resigns the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel (if required) pursuant to Section 6.045.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and shall use arising on or after the same degree date of care and skill as is required of the Servicer under this Agreementsuccession; provided, however, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) of repurchase or substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Servicer, and (iii) for any liabilities, act or omission of either a predecessor or successor Servicer other than the Indenture Trustee. As compensation therefor, that the Indenture Trustee shall not be entitled liable for any actions or the representations and warranties of any Servicer prior to such compensation as it and including, without limitation, the obligations of the Servicer would have been entitled set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to hereunder if no such notice of termination had been given. In additionpay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Indenture Trustee will determines reasonably and in good faith that such advances would not be entitled recoverable pursuant to compensation with respect Section 5.04, such determination to its expenses in connection with conversion be evidenced by a certification of certain information, documents and record keeping, as provided ina Responsible Officer of the Indenture Trustee delivered to the Note Insurer.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.01 or resigns the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 6.045.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and shall use arising on or after the same degree date of care and skill as is required of the Servicer under this Agreementsuccession; provided, however, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) of repurchase or substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Servicer, and (iii) for any liabilities, act or omission of either a predecessor or successor Servicer other than the Indenture Trustee. As compensation therefor, that the Indenture Trustee shall not be entitled liable for any actions or the representations and warranties of any Servicer prior to such compensation as it and including, without limitation, the obligations of the Servicer would have been entitled set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to hereunder if no such notice of termination had been given. In additionpay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Indenture Trustee will determines reasonably and in good faith that such advances would not be entitled recoverable pursuant to compensation with respect Section 5.04, such determination to its expenses in connection with conversion be evidenced by a certification of certain information, documents and record keeping, as provided ina Responsible Officer of the Indenture Trustee delivered to the Note Insurer.